Item 1.02 Termination of a Material Definitive Agreement
In connection with the consummation of the Merger, on the Closing Date (as
defined in the Merger Agreement), the Company terminated the Amended and
Restated Credit Agreement, dated as of
Item 2.01 Completion of Acquisition or Disposition of Assets
Merger Agreement
The information set forth in the Introduction to this Current Report on Form 8-K is incorporated by reference into this item 2.01.
At the effective time of the Merger (the "Effective Time"), each share of
Company common stock, par value
I. Closing Stock Award Payments: At the Effective Time by virtue of the consummation of the Merger and without any action required on the part of the holders thereof, the Closing Company Stock Awards (as defined in the Merger Agreement) (i.e., certain Company Stock Options, Company RSU Awards, Company Five-Year PSU Awards, and Company PRSU Awards (each as defined in the Merger Agreement), which are vested or will be subject to accelerated vesting in connection with the Merger) shall, immediately prior to the Effective Time, be cancelled and extinguished and, in exchange therefor, each holder of such Closing Company Stock Award shall have the right to receive an amount in cash equal to the product of (x) the aggregate number of shares of Company Common Stock subject to the Closing Company Stock Awards held by such holder (it being agreed that for each Closing Company Stock Award subject to performance-based vesting conditions, the aggregate number of shares of Company Common Stock subject to such award will be deemed to be the target number of shares set forth in the applicable award agreement) immediately prior to the Effective Time and (y) the Merger Consideration, less any per share exercise or purchase price of such Closing Company Stock Award immediately prior to such cancellation, net of applicable withholding taxes and without interest.
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II. Cash Replacement Award Payments:
At the Effective Time by virtue of the Merger and without any action on the part of the holders thereof, each Assumed Company Stock Award (as defined in the Merger Agreement) (i.e., any Company Stock Options, Company RSU Awards, Company Five-Year PSU Awards, and Company PRSU Awards that are not Closing Company Stock Awards) shall, immediately prior to the Effective Time, be cancelled and replaced with a conditional right for the applicable holder (each, a "Cash Replacement Award") to receive an amount in cash equal to the product of (x) the aggregate number of shares of Company Common Stock subject to the Assumed Company Stock Award held by such holder (it being agreed that for each Assumed Company Stock Award subject to performance-based vesting conditions, the aggregate number of shares of Company Common Stock subject to such award will be deemed to be the target number of shares set forth in the applicable award agreement and such awards will no longer be subject to any performance-based . . .
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
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3.03 Material Modification to Rights of Security Holders
The information contained in the Introduction to, and items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this item 3.03.
At the Effective Time, each holder of the Company Common Stock issued and outstanding immediately prior to the Effective Time (including any holders of Company Series A Preferred Stock who converted such shares of Company Series A Preferred Stock into shares of Company Common Stock), other than holders of Excluded Shares, ceased to have any rights as a stockholder of the Company (other than the rights to receive the Merger Consideration pursuant to the Merger Agreement).
Item 5.01 Change in Control of Registrant
The information contained in the Introduction to, and items 2.01, 3.01, 3.03, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this item 5.01.
At the Effective Time of the Merger, a change in control of the Company occurred.
Item 5.02 Departure of Directors or Certain Officers? Election of Directors? Appointment of Certain Officers? Compensatory Arrangements of Certain Officers
The information contained in the Introduction to and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.
Departure and Election of Certain Directors
In accordance with the Merger Agreement, at the Effective Time, each of
Appointment of Certain Officers
In accordance with the Merger Agreement, at the Effective Time, each of the Company's executive officers immediately prior to the Effective Time remained the executive officers of the Company at the Effective Time.
The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete, and is qualified in its entirety by reference to, the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Pursuant to the terms of the Merger Agreement, at the Effective Time, the certificate of incorporation of the Company was amended and restated in its entirety. A copy of the amended and restated certificate of incorporation of the Company is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 8.01 Other Events.
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In connection with the withdrawal of Parent's application before FIRB, the Company and Parent waived a certain condition to the closing of the Merger.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits: Exhibit No. Description 2.1 Agreement and Plan of Merger, datedSeptember 9, 2020 , by and amongVirtusa Corporation ,Austin HoldCo Inc. andAustin BidCo Inc. (incorporated by reference to Exhibit 2.1 toVirtusa Corporation's Current Report on Form 8-K filed with theSecurities and Exchange Commission onSeptember 11 , 2020)(1) 3.1 Amended and Restated Certificate of Incorporation, as filed with the Secretary ofState of Delaware onFebruary 11, 2021 , ofVirtusa Corporation . 99.1 Press Release regarding Merger datedFebruary 11, 2021 . (1) Schedules have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K.The Company agrees to furnish supplementally a copy of any omitted schedule to theSEC upon its request; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedule so furnished. -5-
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